Asia Pacific Pharmaceuticals' 900 million cash acquisition target out of control Anxin Securities project explodes new mine

In October 2015, the Board of Directors of Asia Pacific Pharmaceuticals decided to acquire a 100% stake in Shanghai New Peak held by Green Villa Holdings LTDin cash, with a transaction price of 900 million yuan and a value-added rate of 432.78 percent of the underlying assetsAnxin Securities served as an independent financial adviser to the acquisition, and the project was sponsored by Dai Mingchuan and Wei Weiaccording to theannouncement, Shanghai New Peak's performance commitment completion rate for 2015-2017 was 117.38 percent, 101.49 percent and 109.16 percent, respectively, but the 2018 Shanghai New Peak completed 87.86 percent of the commitment performance, with a difference of 2015.37 million yuanShanghai New Peak has been an important source of profits for Asia Pacific Pharmaceuticals since its acquisitionFrom 2016 to 2018, Asia Pacific Pharmaceuticals achieved net profit attributable to shareholders of listed companies of 125 million yuan, 202 million yuan and 208 million yuan, respectively, while shanghai's new peak net profit for the same period was 114 million yuan, 149 million yuan and 152 million yuan, accounting for 91.2%, 73.76 percent and 73.08 percent of the net profit of listed companiesAsia Pacific Pharmaceuticals said it would no longer include Shanghai New Peak and its subsidiaries in the company's consolidated statements and that the out-of-control matter would have a significant impact on the company's 2019 financial statementsin fact, Asia Pacific Pharmaceuticals reported in the third quarter that the company's net profit for this year is -650 million yuan to -750 million yuan, the loss reasons include the Shanghai new peak performance decline, the expected 2019 capital of the capital of the goodwill impairment loss of no more than 670 million yuanwas affected by the news, and shares of Asia Pacific Pharmaceuticals fell for two consecutive trading days on December 25th and 26thAs of the close of trading on the 26th, Asia Pacific Pharmaceuticals closed down 2.57% at 6.44 yuan, an independent financial adviser to the acquisition, has apologized for the mine-hit acquisition so far this yearAs Huading shares (601113SH) Acquisition of Tongtou Technology, Anjie Technology (002635SZ) acquired Uber Precision's independent financial advisers, both of which did not meet their performance commitments, and Ansin Securities issued a letter of apologythe 2015 cash acquisition of Shanghai New Peak target premium of 432%In October 2015, Asia Pacific Pharmaceuticals 2015 second interim shareholders' meeting to consider the adoption of the "on the company's purchase of Green Villa Holdings Ltd held by Shanghai New Peak Biopharmaceutical Co., Ltd 100% of the equity and major asset purchase bill." Shanghai New Peak is a 100% foreign-invested limited liability company owned by Green Villa Holdings LTD., mainly engaged in the outsourcing of new drug research and development (CRO) services, that is, to provide preclinical research services, clinical research services and other consulting services for pharmaceutical companies and other new drug research and development institutions, the company's actual control of the human-owned military According to the acquisition announcement, on July 31, 2015, the total equity value of Shanghai New Peak shareholders was evaluated by the income method of 902 million yuan, with an assessment value-added of 733 million yuan and a value-added rate of 432.78 percent the two sides finally negotiated to determine the transaction price of 900 million yuan, Asia Pacific Pharmaceuticals through self-financing advance payment, and then replaced for the company's non-public offering of shares to raise funds According to the 2015 annual report, the acquisition of Asia Pacific Pharmaceuticals formed a goodwill book value of 670 million yuan Anxin Securities, as an independent financial adviser for the purchase of major assets in Asia-Pacific Pharmaceuticals, said the acquisition significantly increased the profitability of the company, listed companies in the existing pharmaceutical manufacturing-based basis, increased the new drug research and development outsourcing services business, conducive to enhancing the ability to continue to operate On December 2, 2015, Shanghai Xinfeng completed the registration of industrial and commercial changes for equity transfer and became a wholly owned subsidiary of Asia Pacific Pharmaceuticals Shanghai New Peak promised annual net profit attributable to shareholders of the parent company in 2015, 2016, 2017 and 2018 to be at least 85 million yuan, 106.25 million yuan, 132.81 million yuan and 166.02 million yuan, net income attributable to shareholders of the parent company 2015-2017, Shanghai's new peak performance commitment completion rate was 117.38 percent, 101.49 percent and 109.16 percent, respectively However, in 2018, Shanghai New Peak achieved a net profit of RMB14,586.63 million, or 87.86 per cent of the year's promised performance, with a difference of RMB 2015.37 million Shanghai New Peak said that the 2018 outstanding performance commitments are mainly affected by the impact of the non-satisfactory business of the conformity evaluation business of generics and Shanghai New Peak CRO base construction and operation did not meet expectations subsidiary out of control Asia Pacific Pharmaceuticals lost blood on the evening of December 24, Asia Pacific Pharmaceuticals issued a notice that the wholly-owned subsidiary of Shanghai Xinfeng wholly-owned Shanghai Xinsheng pharmaceutical group Limited ("Shanghai Xinshengyuan") has a violation of external guarantees, and in 2019 the operating results suddenly dropped significantly In order to fully verify the relevant situation and strengthen the management of the subsidiary, Asia Pacific Pharmaceuticals sent a working group to shanghai on November 25, 2019 to the new peak, control work is blocked, Shanghai New Peak can not operate normally, the subsidiary out of control Asia Pacific Pharmaceuticals said in a statement that after the acquisition of Shanghai New Peak, because of its business independence, based on the counterparty Green Villa Holdings Ltd to make performance compensation commitments, the counterparty's actual controller Ren Jun (Shanghai New Peak Chairman and General Manager) to the counterparty to the performance commitment stake, etc to meet the efficiency of its business decision-making requirements, in the recovery of all foreign investment, financing (including mortgage, security, etc.) Asia-Pacific Pharmaceuticals sent a working group to shanghai on November 25, the control measures taken in the promotion was blocked, as of the announcement date, the Shanghai New Peak Working Group failed to take over the Shanghai New Peak, Shanghai Xinshengyuan and its subsidiaries a total of 10 companies seal, the original copy of the business license and other key information, can not be controlled at the same time, Shanghai New Peak and some of the subsidiary computer damage, important information lost, Shanghai New Peak and its subsidiary some of the core key management personnel, employees in the working group before the arrival, the company can not grasp the Shanghai New Peak and its subsidiaries of the actual operating situation, asset status and risks and other information, resulting in the company can not shanghai new peak and its subsidiary major business decisions, personnel, assets and other control, the company has in fact lost control of Shanghai New Peak and its subsidiaries Asia Pacific Pharmaceuticals said that its loss of control over Shanghai New Peak and its subsidiaries would have a significant impact on the company's 2019 financial statements, given that it had lost control of Shanghai New Peak and its subsidiaries and would no longer be included in the company's consolidated statements in fact, Shanghai's new peak has been an important source of profitforasia for Asia-Pacific pharmaceuticals In 2016, 2017 and 2018, Asia Pacific Pharmaceuticals achieved net profit attributable to shareholders of listed companies of RMB125 million, RMB202 million and RMB208 million, respectively, while Shanghai New Peak achieved net profit of RMB114 million, RMB149 million and RMB152 million, respectively, accounting for 91.2%, 73.76% and 7.08% of the net profit attributable to listed companies According to Asia Pacific Pharmaceuticals 2019 mid-year report shows that in the first half of this year, Asia Pacific Pharmaceuticals achieved a net profit attributable to 40.2391 million yuan, Shanghai New Peak net profit reached 41.545 million yuan in the first three quarters of 2019, Asia Pacific Pharmaceuticals achieved operating income of 725 million yuan, down 24.37% YoY, while its net profit was RMB69,086,000, down 95.85% YoY, and its net profit was RMB702.36 million If Shanghai's new peak performance is not incorporated into the consolidated 2019 report, Asia Pacific Pharmaceuticals' performance will fall further sharply Asia Pacific Pharmaceuticals said it would conduct impairment tests due to a sharp drop in the performance of its subsidiary, Shanghai New Peak, and that the company had proposed a loss of no more than 670 million yuan in goodwill impairments for 2019 based on its forecast restructuring project failure severance of Anxin Securities frequently apologize
since this year, Anxin Securities as an independent financial advisor of the listed company restructuring project sfarhing problem, Anxin Securities' letter of apology is also frequent March 30, 2019, Anxin Securities acted as an independent financial adviser to Anjie Technology (002635.SZ) for acquired assets Anjie Technology in 2017 through the issuance of shares and payment of cash to buy Wu Guiguan, Wu Zhenbo, Ke apricot tea, Huang Qingsheng, Jing Hougui total holding of 100% of Weibo Precision, the transaction consideration is set at 3.4 billion yuan, the value-added rate of 759.81 percent , while Uber Precision achieved a net profit of 228 million yuan and 589.67 million yuan in 2017 and 2018, with a performance achievement rate of 68.97 percent and 20.45 percent, respectively As a result, Anxin Securities issued a letter of apology for two consecutive years in 2018 and 2019 April 26, 2019, Huading (601113 SH) announced that due to the company's 2018 acquisition of Shenzhen Tongtou Technology Co., Ltd ("Tongto Technology") failed to fulfill its performance commitments, the company to buy back a total price of 1.00 yuan 2016.40 million shares of the company's shares as profit compensation Huading shares in 2017 by issuing shares and paying cash to buy 100.00% of Tongtou Technology, the transaction price of 2.9 billion yuan, the evaluation value-added rate of the target reached 188.64 percent, Huading shares added goodwill of 1.760 billion yuan Tongtou Technology has pledged to achieve net net profit of not less than RMB200 million, RMB280 million and RMB392 million in 2017, 2018 and 2019 However, after the completion of the performance target in 2017, Tongtou Technology achieved a net profit of 221 million yuan in 2018, with a performance completion rate of 78.98 percent Huading shares this acquisition assets, by Anxin Securities as an independent financial adviser After the loss of the performance of Tongton Technology, Anxin Securities issued a notice, saying that it deeply regrets this, and to the vast number of investors to apologize Anxin Securities has sponsored Huarui Wind Power, after listing for financial fraud was punished by the CSRC, Anxin Securities also because of its continuous supervision of China Rui Wind Power period did not diligence, submitted documents related to the recommendation work there is a false record, the CSRC suspended its sponsorship agency qualification for three months between March 4 to June 3, 2015 according to Anxin Securities Shareholder State Investment (600061 SH) disclosed the 2019 semi-annual report shows that Anxin Securities completed the first half of this year to complete the merger and reorganization of financial advisory projects 3, From January to June Anxin Securities parent company achieved a cumulative operating income of 3.711 billion yuan, the parent company achieved a cumulative net profit of 1.297 billion yuan.